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GENERAL SUPPLY & SERVICES, INC., DBA GEXPRO-2016
,0RAWK ON FILE N-2016-069 P.i3it MAY PROCEED i'tt: INsURANDE EXPIRES, :4. OLE�R�K'(1F W�PICII. 2Q7- MAINTENANCE AND SUPPORT AGREEMENT QT'H15 MAIN'TENANCB AND SUPPORT :4GRla?EMENT, made and entered into this 4th qday ofJartuary, 2016 byand between General Supply &Services, Inc., a Delaware Corporation doing business a Gaxpra {hereinafter "Contractor"} and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A, The City desires to purchase certain GE Intelligent Platform products and services related to the Cimplicity FIMI software which is a GE Intelligent Platform software used by the Santa Ana Police Department S. Contractor represents that Contractor is able and willing to provide such products and services to the City. C. Contractor is the only authorized GE Intelligent Platform Representative company in the geographic area encompassing the City authorized to sell Proficy HMIlSCADA iFIX bundled products. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shalt provide maintenance and support as needed to the Cimplicity HMI software and subject to the terms and conditions of the attached Exhibit "A", 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "A." 'The total sum to be expended Colder this Agreement shall not exceed $21,438.72 over the tern of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERIM This term of this Agreement shall be for a one year (1) year period commencing on the date noted above and terminating on January 2, 2017, unless terminated earlier in accordance with Section 12 of this Agreement. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended not shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and properly damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (e) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shalt maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shalt be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall statc that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. tf COCtsultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that: insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to irldenmify the City for any work performed prior to approval of insurance by the City. G. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the tens of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, jud%eial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may [Hake all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; ('b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any maturer with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With courtesy copies to: And Chief of Police, Santa. Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (7 14) 647-6515 To Contractor: General Supply & Services, Inc., dba Gexpro 2099 South State College Boulevard, Suite 200 Anaheim, CA 92806 Email: john.changCgexpro.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, any communication shalt be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed ars set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Police Chief may require Consultant to deliver to the City all work product completed as of such date, and in such ease such work product shall be the property of the City unless prohibited by taw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in dhe State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. COMPLIANCE WITH GOVERNMENTAL: REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Change, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indermify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the (late and year first above written. ATTEST: zaiUIZAR- Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY L"TLtivL L( A . Latina A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas, Cne of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager CONTRACTOR GENERAL SUPPLY & SERVICES, INC., DBA GEXPRO By Jeremy Rothbard (Name) LA District Manager (Title) Tax. ID # 20-5021902 EXHIBIT A Branch 7580 GEXPRO 2099 South State College Boulevard, Suite 200 Anaheim CA, 92806 USA Quote No. Quote Date Rev Prepared by 1-4325541391 1/4/2016 2 LilliOn Allen Send Purchase Order ondlor Correspondence to: GEXPR0 2099 South State College Boulevard, Suite 200 Anaheim CA, 92806 USA John Chong: Office_ 17141712-8522 CeIIR 17141865-1397 email: john Chang@gexpro.coin GEXPRO City of Santa Ana 2099 S STATE COLLEGE BLVD STE 200 60 CIVIC CENTER PLAZA ANAHEIM CA, 92806-6142 USA Santa Ana CA, 92701 USA Contact: John Chang E no Usci Contact: John Hubbard BW to CS N 22271100 End User CSN: 42575 Quote Expiry Currency 4/3/2016 LED Sales Representive Primary Soles Representotive G expro C alifornia Team O rg John Cha rig Serial If: 200010186 Globalcare Level: Complete mom S tart Date: 1/4/2016 End Date: 1/2/2017 { ,.1 001219040002 Security Key -M4 US 8,-. -'USD 000 --i ' USD.O.00 ? 1.1 i ,IC647TRT999 CIMPLICITY HMI ViewerRunhme System USED 72400 1 USD 724:00', C 11.1 100010000000 GlobalCare Complete USD 24616 1 I USD 246:16 Serial#: 200010188 Globalcare Level: Complete S tart Date: 1/4/2016 End Date: 1/2/2017 i '2 001219040002. Security Key M4 USB -q USD 000 i I USD$:00' 21 1 IC647TRT999: CIMPLICITY HMI Viewer Runtime System USD 7240q 1 USD 724p0! 2,11 100010000000- iGlobalCgre Complete ': - ] USD 24616 '1 USD 246.16 Serial#: 200010185 Globolcore Level Complete S tart Date: 1/4/2016 End Date: 1/2/2017 '3 001219040002 Secunty Keg-M4USB,. USD 0.00 1 USD (T00' 31 IC647TRT935 ICIMPLICITY HMI Server350001/0 Runtime System USD 1,777001 USD 1,777.00 .3.11 IC647NHR000 ICIMPLICITY HMI HOST REDUNDANCY Option lmust be purchased for: . USD 75600 ":1 USD 756.00- both the primary and secondary) I 3.1.11 300010000000 1 GlobalCare Complete USD 257.04 1 USD 257.04 ` 3,1.2` ' 7A0010000000 I'G lobcdcare' C omplete '' -.USD 604.1E - °1" V USD 604.181 Serial #: 200010189 Globalcare Level: Complete Start Date: 1/4/2016 End Date: 1/2/2017 4 001219040002'. ]Security Key-M4USB. 'USD 0.00 1 '. USD 0.00; 41 IC647TRT999 CIMPLICITY HMI Viewer Runtime System USD 724.00 `1 USD 724.00' ., ;k,1,,1{ 100010000000 I GlobalCare Complete ..USD 246.1[ 1 USD 246.16:, US D 0.00 USD 1,338.50 US D 401.55 US D 0.00 US D 724.00 USD 246.16 USD 0.00 USD 724.00 USD 246.16 USD 0.00' USD 5,092.50 USD 1,512.00. USD 514,08, USD 1,731.45. USD 0.00. US D 724.00' USD 246.161 10 .001219040002 Security Key -M4 USB Serial #: 200010205 Globalcare Level: Complete rt .10.1 IC647TRT999.. I CIMPLICITY HMI Viewer Runtime System USD :144800 1 :-USD 1,448.001 Start Date: 1/4/2016 End Date: 1/2/2017 USD 18546 _ 1 USD 185.46' ...... 5 001219040002 .Security Key -M4 USB USD 21,438.72 USD 0.00 1 5.1 IC647MPPOOI Logic Developer PLC Professional with US B Hardware key USD 1,338.50 1 5.1.1 100010000000 G lobalC of Complete USD 401.55 1 Serial f1: 200010190 Globalcare Level: Complete S tart Dote: 1/4/2016 End Date: 1/2/2017 6 001219040002 Security Keg -M4 U S 8 USD 0.00 1 6.1 IC647TRT999 C IMP LIC ITY HMI Viewer Runtime 5 ystem USD 724.00 1 '.. 6.1.1 100010000000 GlobalCare Complete USD 246.16 1 Serial#: 200010184 G lobalcare Level: Complete Start Date: 1/4/2016 End Date 1/2/2017 7 001219040002 Security Key -M4 USB USD 0.00 1 7.1 IC647TRT999 CIMPLICITY HMI Viewer Runtime System USD 724,00 1 7.1.1 100010000000 GlobalCore Complete USD 246.16 1 Back Up Serial #: 200010191 Globalcare Level: Complete S tart Date: 1/4/2016 End Date: 1/2/2017 8 001219040002 :Security Key -M4 US8 USD 0.001 81 IC647TDV935 CIMPLICITY HMI Server 35,0001/0 D&R System - USD 5,092.50 1 81.1 ' IC647NHR000 rCIMPLICITY HMI HOST REDUNDANCY Option (must be purchased for US D.1,512,00 1 both the primary and secondary) 81.11 ..100010000000 GlobalCare Complete.- USD 514.08 ,. 1 .': 81.2 100010000000 G loboIC are Complete .USD 1,731.45.,' 1 Serial 8: 200010187 Globalcare Level: Complete Start Date: 1/4/2016 End Date: 1/2/2017 9 001219040002 Security Key -M4 USB .USD 0.00 1 91 IC647TRT999 CIMPLICITY. HMI Viewer Runtime System USED 72400 :1 9.11 ! 100010000000 GlobalCore Complete - -:USD 246.16 1 Serial #: NEW Globalcare Level: Complete Start Date: 1/4/2016 End Date: 1/2/2017 US D 0.00 USD 1,338.50 US D 401.55 US D 0.00 US D 724.00 USD 246.16 USD 0.00 USD 724.00 USD 246.16 USD 0.00' USD 5,092.50 USD 1,512.00. USD 514,08, USD 1,731.45. USD 0.00. US D 724.00' USD 246.161 10 .001219040002 Security Key -M4 USB OSD 0.00 1 USD 0.00' rt .10.1 IC647TRT999.. I CIMPLICITY HMI Viewer Runtime System USD :144800 1 :-USD 1,448.001 pr lO lyl 100010000000 GlobalCare Complete _ USD 18546 _ 1 USD 185.46' ...... Header Notes v8.2tov9.0 Upgrades with l Year G loboiC are and(1)New Quote Total USD 21,438.72 Cimplicity Viewer Runtime C omments This quotation does not Include any ireightcharges or applicable taxes. Please include the Quotation Number from this documenton your Purchase Order. This Quotation is expressly conditioned upon Customers acceptance of the following attached terms and conditions: Condlsons of Sale for Equipment and Services, Software License Agreement for all software, and Proticy GlobalCare Complete Support Temis and Conditions for all GlobalCare support. GE Intelligent Platforms, Inc. is not bound by any terms on Customers order which attempt to impose any condition at variance with GE Intelligent Platforms, Ine.'s terms attached hereto. GE Intelligent Pladorms, Ines hilum to object t0 provisions contained in any of Customer's forms shall not be deemed an acceptance of any of Customer's terms or a waiver of the provisions of GE Intelligent Platforms, Ines terms and reactions which shall constiNle the 8ntire, gnN, and exclusive statement of the agreement between the parties, GE Intelligent Platforms Terms and Conditions f he license of any software, including firmware. "Saftwore")or sale of any services, or equipment (Software, services and equipment, collectively refen`ed to as "Product") is expressly conditioned upon the terms and conditions contained or referred to heiem. Any additional or different terms and conditions set forth In Customer's purchase order Of b similar communication are objected to and will not be inding upon the G E Intelligent Plotforms business providing the Product, whether GE Intelligent Platforms, Inc or its subsidiary (hereinafter "GE"I, unless specifically agreed to in writing by G E's authorized representative. Authorization bg Customer, whether written or oral, to furnish Product will constitute occeptnnce of these terms and conditions. 1 Complete Agreement. 1.1 These terms and conditions and any other terms and conditions or documents referenced herein, contain the complete agreement between the parties, and no modification, amendment, recision, waiver or other change will be binding on GE unless agreed to In writing bg G E's authorized representative. Any oral or written representation, warranty course of dealing or trade usage not contoured or referenced herein will not be binding on GE. The invalidity in whole or port, of any of the foregoing sections or paragrophs of the contract will not affect the remainder of such article or paragraph or any article or paragraph of the contract. 1.2 In addition to these Terms and Conditions, the appendices shall apply as follows: la) the End User License Agreement terms and conditions attached as Appendix A shall apply to the license of any Softwore; Ib) the Remote Monitoring Services Terms and Conditions anoched as Appendix 8 shall apply to the provision of any remote equipment monitoring services; (d the GlobalCore Support Terms and Conditions attached hereto as Appendix C shall apply to the provision of any software maintenance support and Idl the On Site Services Terms and Conditions attached hereto as Appendix D shall apply to any provision of services performed at a location other than a G E facility 2 Warranty 2.1 Software. 2.1 .1 G E warrants that as of the date of shipment by GE, the GE Software (as defined in Appendix Al will be in substantial conformance with the product documentation or mutually agreed to specifications pertaining thereto. If, within ninety (90) days of date of shipment it is shown that the G E Software does not meet this worrantg and such GE Software is returned to GE with a copy of Customer's purchase confirmation, G E will, at its option, either correct the defect or error in the G E Software, free of charge, or make available to Customer sotisfoctorg substitute software, or, if none of the foregoing is reasonably available, return to Customer all poyments made as license fees tor, if applicable, the portion of the fees cold for the GE equipment in which the G E Software is embedded which ore allocable to the G E S oftworel and terminate the license with respect to the G E Software affected. GE does not warrant that operation of the GE 5 oftware will be uninterrupted or error free or that [twill meet Customer's needs. Third Party Software is only warranted as provided in Section 2.6 below. All other portions of the licensed Software (as defined in Appendix A) ore provided "as is" without warranty of any kind. 2.1.2 GE warrants that the media on which the GE Software is delivered will be free from defects in material or workmanship under normal use and service for a period of ninety (901 days from the date of delivery If any defects are discovered in the media and reported by Customer within ninety (901 days after delivery, GE shall, at no cost to Customer, upon return of media to GE, replace the media and deliver to Customer a new and complete copy of the G E Software, 2.2 Equipment. G E warrants that G E equipment sold will be free from material defects in material, workmanship and title and will materially conform to Ong specifications agreed to by the parties in writing. If any failure to meet this warranty (excluding any defects in title) appears within one (1) year from the date of shipment of the equipment and Customer returns such equipment to GE pursuant to G E's applicable repair and replacement policy GE will correct any such failure at its option, IT bg repairing any defective or damaged part or parts of the equipment, or ( til by making available. FCA Customer's plant or other point of shipment (Inmterms 2010) any necessary repaired or replacement parts. Inbound shipping charges to GE, including associated taxes, duties, tariffs, etc, shall be paid by Customer. Return (outbound) warranty repair shipping charges shall be paid by GE to Customer's destination. If in G E's reasonable judgment such repair or replacing of equipment is not practicable, GE shall refund or credit monies paid by Customer for such products. 2.3 S ervices. G E warrants that services performed will conform to any specifications agreed to by the partes in writing and be performed in a manner consistent with standard commercial practices in the industry If any failure to meet this warranty appears within ninety 1901 days from completion of the services, as applicable, G E will correct any such failure by reperforming any defective portion of the services furnished. If reperformance is not practicable, G E will furnish without charge services in an amount essentially equal to those which, in G E's sole judgment, would have been required for reperformance. 2.4 Conditions of Warranty T he warranties and remedies set forth herein are conditioned upon. (i) proper storage, installation, use and maintenance of the Product, the proper design and configuration of the system into which the Product is installed, conformance with any applicable recommendations of G E, and G E's ability to reproduce and observe the dalmed defect and (ii) Customer promptly notifying GE of any defects and, as required, promptly making any personnel, Software or computer systems available. Any modification to the Licensed S oftware by C ustomer without the express written consent of G E shall void the warranty 1 G E IP -Terms and Conditions - 130214 2 Remanufactured Subassemblies or Ports. Certain products hereunder may contain remanufactured subassemblies of parts which have been cleaned refirished, inspected, and tested to new product standards. The warranty for any such product will be as provided in this agreement or any applicable warranty of the third party manufacturer, if applicable 2.6 Limitations on Warronty GE warrants non -GE manufactured equipment including, but not limited to, personal computers, micro drives, rotary disks, compact flash, cables and accessories, and Third Party Software las defined in Appendix AI only to the extent that the manufacturer's or Third Party's warranty allows GE to transfer such warranty to Customer. G E will pass through to Customer any such warranties. To the extentang such manufacturer or Third Party fails to provide a pass-through warranty such equipment or Third Party Software is provided "AS IS" without warranty of any kind and the manufacturers Ond/orThird Parties disclaim all warranties, whether express orimplied, Including but not limited to the implied warranties of merchantability title, non -infringement or fitness for o particular purpose. The manufacturers OrThird Parties shall not have any liability for special, indirect, puntive, incidental orconsequential damages. Customer's sole remedy for breach of such warranty shall be the remedy offered by and available from the manufacturer or Third Party if any GE shall have no liability whetherin contract tort, negligence, or otherwise, to Customer with respect to non -GE manufactured equipmentor Third Party S oftware. 2.7 EXCEPT AS SET FORTH IN SECTION 3.2, THE WARRANTIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. GE DOES NOT WARRANT ANY EQUIPMENT. SOFTWARE OR SERVICES OF OTHERS WH IC H C U S T 0 M E R HAS DE S IS NAT E D. The warranty remedies set forth herein provide the exclusive remedies for all claims (except as to title) based on failure of, or defect in, P roduct provided hereunder, whether the failure or defect arises before or during the wai rarity period and whether a claim, however instituted, is based on contract, indemnity warranty tort (Including negligence), strict liability or otherwise. Upon the expiration of the applicable warranty period, all such liability shall terminate. 3 Intellectual Property 3,1 G E shall retain exclusive rights to its Products, intellectual property rights (including copyrights, trademarks, patents and trade secrets), schematics, logic diagrams, and manufacturing processes. and to all modifications thereto funded by Customer, and, if applicable, the Internet Advisory S ite (as defined in Appendix Bit the Advisory Intelligence los defined in Appendix BI, and the technology used to generate the Advisory Intelligence. G E shall retain ownership in and does not convey nor does C ustomer or Customer's final customer obtain any right. title, or interest in, Software, specifications or data furnished or developed by G E either prior to or in the performance of Customer's order. No schematics or source code shall be furnished, unless pursuant to a separate license as agreed by G E. S abject to the performance of its obligations hereunder, Customer shall have a license to use G E's intellectual property rights only as they are embodied in the P roducts and for no other purpose. Customer sholl not modify of reverse engineer the Products. 3.2 G E warrants that any G E equipment sold hereunder or G E S oftware (as defined in Appendix A) licensed hereunder, and any part thereof, shall be free of any rightful claim of any third party for infringement of any United 5 totes patent, copyright, trademark or trade secret. If promptly notified in writing and given authority information and assistance, G E shall defend, or may settle, at its expense, any suit or proceeding against Customer based on o claimed infringement which would result in a breach of this warranty and G E shall pay all damages and costs awarded therein against Customer due to such breach, other than damages and costs arising from any willful infringement by Customer after receipt of notice of the claimed infringement. G E shall not be responsible for any compromise or concession made by Customer without G E's prior written consent. In case any equipment or G E S oftware is in such suit held to constitute such an infringement and the use for the purpose intended of said equipment or S oftware is enjoined, G E shall, at its expense and option, either procure for Customer the right to continue using said equipment or Software, or replacing some with noninfringing equipment or Software, or modify some so they become noninfringing, or remove the equipment or S oftware and refund the purchase price or license fee (less reasonable depreciation for any period of use) and any transportation costs separately paid by Customer. The foregoing states the entire liability of G E for patent, copyright, trademark or trade secret infringement. 3.3 The preceding paragraph shall not apply to any equipment or S oftwore (a) specified by Customer and not of G E manufacture, or (b) manufactured to Customer's design, or (c) to the use of any equipment or Software furnished with other equipment or Software in a combination not furnished by G E as port of the transaction, As to any such equipment or S oftwore, or use in such combination, G E assumes no liability whatsoever for infringement and Customer will hold G E harmless against any infringement claim arising therefrom (including, but not limited to, reasonable attorney's fees(. 4 Excusable Delays. 4.1 G E shall not be liable for delay due to causes beyond its reasonable control, including, but not limited to, acts of G ad, acts of Customer, prerequisite work by others, acts of civil or military authority government priorities, fires, strikes or other labor disturbances, floods, epidemics, war, terrorism, riot, delays in transportation or car shortages, or inability to obtain or delay in obtaining suitable labor, materials, or facilities, due to causes beyond its reasonable control. In the event of any such delay the time of performance shall be extended for a period equal to the time lost by reason of the delacg 4.2 In the event G E is delayed by acts of Customer or by prerequisite work by other contractors or suppliers of Customer, G E shall be entitled to on equitable price adjustment in addition to extension of the time of performance. e G E IP - Tei and Conditions - 130214 5 Sales and Similar Taxes. In addition to any price specified herein, Customer shall pay or reimburse GE for, the gross amount of any present or future sales. use, excise, income, value-added or other similar tax applicable to the price, sole, licensing, or furnishing of any Product hereunder, or to their use by G E or Customer, or Customer shall provide G E with evidence of exemption acceptable to the taxing authorities. If Customerr fails to provide CE with: requested proof of payment or exemption, CIE may pay the taxes due and obtain reimbursement from Customer. Customer shall pay all it duties and registration fees arising from the sole, license or furnishing of any Product hereunder 6 Payments and Financial Condition. 6.1 Except to the extent otherwise specified by G E in writing, invoices for Product sholl be issued pro rata as shipments are made or services performed. If GE consents- to delay shipments after completion of any equipment, poyment shall become due, title shall pass and equipment shall be held at Customer's risk and expense as of the date when GE is prepared to make shipment. Unless otherwise agreed to in writing by GE, payment terms are net thirty 1301 days from the date of invoice. All payments shall be made without set-off for claims arising out of other sales by C E. 6.2 If the financial condition of C ustomer of any time does not, in the judgment of G E, justify continued performance on the terms of payment previously agreed upon, G E may require full or partial payment in advance or shall be entitled to terminate the contract and receive termination charges. In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought against C ustomer, voluntarily or involuntarily, under the bankruptcy or insolvency laws. G E shall be entitled to terminate the agreement at any time during the period allowed for filing claims against the estate and shall be entitled to payment for its termination charges. 6.3 Payment shall be made in the currency quoted, 6.4 C ustomer shall Frog a monthly late payment charge computed at the rote of 1.5%, or the maximum interest rate permitted by law, whichever is less, on any past due amount for each calendar month for fraction thereofl that the payment Is overdue, and Customer shall ping indemnify and save GE harmless from any and all costs and expenses of G E's collections efforts including reasonable attorney's fees, and costs associated with compromises and judgments arising therefrom. GE retains a security interest and right of possession in the articles until Customer makes full payment, and Customer agrees to sign documentation at GE's request as reasonably necessary to perfect such interest. 7 Limitations of Liability 7.1 GE'S LIABILITY ON ALL CLAIMS OF ANY KIND. WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY PRODUCT COVERED BY OR FURNISHED UNDER THE CONTRACT OR ANY EXTENSION OR EXPANSION THEREOF (INCLUDING REMEDIAL WARRANTY EFFORTS) SHALL IN NO CASE EXCEED THE CONTRACT PRICE OF THE ITEM GIVING RISE TO THE CLAIM. EXCEPT AS TO TITLE TO ANY EQUIPMENT FURNISHED, ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED HEREIN. 7.21N NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT IINC LUDING NE G LIG E NCE I. STRICT LIABILITY OR OTHERWISE, SHALL GE, ITS EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS FOR SUCH DAMAGES EVEN IF GE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND THE CUSTOMER WILL INDEMNIFY GE, ITS EMPLOYEES AND SUPPLIERS AGAINST ANY SUCH CLAIMS FROM THE CUSTOMER'S CUSTOMERS. IF THE PRODUCT BEING PROVIDED BY GE WILL BE FURNISHED BY THE CUSTOMER TO ATHIRD PARTY BY CONTRACT OR RELATE TO A CONTRACT BETWEEN THE CUSTOMER ANDATHIRD PARTY, THE CUSTOMER SHALLOBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING GE AND ITS SUPPLIERS THE PROTECTION OF THIS AND THE PRECEDING PARAGRAPH 7.1. 7, 3 Unless otherwise agreed by the parties in writing, the Customer has sole responsibility for designing and implementing a solution including the Products which will meet all appropriate safety requirements and/or standards. G E disclaims all liability for any damages arising as a result of any non-conformance of the solution of the Customer to safety requirements and/or standards. Products licensed or sold hereunder are not intended for use in any nuclear facility or activity production of land mines or cluster bombs, or any life-support equipment G E further disclaims all liability for any damages resulting from dangerous use or misuse of its Products, including use that could result in radiation, chemical and environmental damages, injury and contamination as well as death, personal injury or severe physical damages. Customer shall indemnify G E. its employees and agents from all liability resulting from such use(s), whether based on contract, warranty, tort (including negligence), strict liability or any other legal theory regardless of whether G E had knowledge of the possibility of such damages or not 7.4 If G E furnishes C ustomer with advice or assistance which is not required pursuant to this agreement, the furnishing Of such advice or assistance will not subject G E to any liabilitg whether in contract, indemnitg warranty tort (including negligence). strict liability or otherwise, 8 Delivery 8.1 Delivery of equipmentwill be trade FCA GE's focifity Ilncoterms 2010). Title to equipment shipped by GE from the United States shall pass to Customer immediately after each item departs from the territorial land, seas, and overlying airspace of the United S Cates. Title to all other equipment shall pass when the product is made available for shipment at the point of shipment. Title to services shall pass pro rata as the services are performed. No title to the Software is transferred. 3 G C IP -Terms and Conditions - 130214 8 Unless otherwise agreed by the parties in writing. ID) GE shalt determine the method and routing of all deliveries, 161 delivery dates and times are approximate and based on til prompt receipt by G E of oll information necessary to permit GE to proceed with work immediately and without interruption, till Customer's compliance with the payment terms, hill prompt receipt by GF of all evidence GE mog request that ong required exportor import license, as applicable, is in effect, Id the prices for the products include only G E's usual quality processes, systems, and tests and Idl portal deliveries shall be permitted. 8.3 Products shall be prepared, packed and shipped by or on behalf of GE in accordance with good commercial practices unless otherwise agreed by the parties. A complete packing list shall be enclosed with all shipments, Customer agrees to reimburse GE for Ong costs forcing non-standard peaking, marking or Shipping directions contained in the purchase order - 9 Export. 9.1 Customer agrees to be aware of and comply with U.S. export laws and regulations, and the applicable export lows and regulations of any other country to ensure thot the Products or technology will not be used, sold, transferred, or re-exported in violation of such laws and regulations. 9.2 In addition to the representation in paragraph 9.1 above, Customer agrees that it shall not, without prior U.S. government outhor2ation, export, reexport, or transfer Products or technology either directly or indirectly: ll to any country subject to a comprehensive U.S. trade embargo or to any resident or national of any such country; 21 to any person or carry listed on the "Entity List' or 'Denied Persons List" maintained by the U,S. Deportment of Commerce, the list of "Specifically Designated Nationals and Blocked Persons' maintained by the U.S. Department of Treasury or any other applicable prohibited party list; or. 31 to an end-user engaged in any nuclear weapons, chemical weapons, or biological weapons activities. 10 U.S. Government Contracting. If Customer is a U.S. Government entity or elects to sell Products provided hereunder to the U.S. Government or to a contractor selling to the U.S. Government, the following provisions apply: lal Customer agrees thot all Products provided bgGE meetthe definition of "commercial -off-the-shelf" (COTS] or"commercial item' as defined in FAR 2.101, and that the subparagraph terms of FAR 52.212-5(e1 or FAR 52.244-61ar, for orders from the U.S Government, FAR 52.212-5 and FAR 52.212-4 with tailoring to the extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR 12, 302UN with these Terms and Conditionsl, and Isubject to subsection fel belowl DFAR S 252.212-70011c) or DPARS 252.244-7000, whichever are applicable, apply only to the extent applicable to COTS or commercial items and only as appropriate for the dollar value of this order; Ibl with regard to any terms related to Buy American Act or Trade Agreements, the country of origin of Products is unknown unless otherwise specifically stated in writing by GE; (d Customer agrees that only services offered by G E are exempt from the Service Contract Act of 1965 (FAR 52.222-0; Id) Customer agrees that this sale is not funded, in whole or in part, by the American R ecoverg and Reinvestment Act unless otherwise set forth in a written agreement of the parties; (e) GE makes no representations, certifications or warranties whatsoever with respect to the ability of its Products to satisfy DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals: and If1 Customer is solely and exclusively responsible for compliance with any other applicable statutes or regulations governing sales to the U.S. Government, and GE makes no representations, certifications or warranties whatsoever with respect to the ability of its Products or prices to satisfy any such Statutes and regulations other than those contained herein. 11 Termination, 11.1 Except as otherwise provided in writing, termination of any Appendix shall terminate these Terms and Conditions only to the extent that they apply to the provision of Producbsl pursuant to such Appendix. Termination of any Appendix shall not terminate any other Appendix or these Terms and Conditions as they may apply to the provision of Product(sl pursuant to other Appendices. Sections 3.1, 5, 7, 9 and 10 shall survive termination of these Terms and Conditions. 11.2 Termination of this Agreement and any license hereunder shall neither relieve Customer of its obligation to pay all outstanding charges hereunder nor entitle Customer to any refund of such charges previously paid 12 General. 12,1 GE reserves the right to subcontract any of the work to one or more subcontractors. 12.2 The delegation or assignment by Customer of any or all its duties or rights hereunder without G E's prior written consent shall be void. 12.3 Any requests for changes shall apply only if G E and C ustomer agree in writing on the specification of the change and the corresponding changes to pricing and/or schedule. 12.4 Any information, suggestions or ideas transmitted by Customer to G E, its agents, employees or subcontractors are not to be regarded as secret of submitted in confidence except as otherwise provided in a writing signed by G E. 12, 5 G E shall comply with all applicable state and federal laws, including but not limited to, the Fair Labor S tandards Act of 1938, as amended, the Occupational Safety and Health Act of 1970105 HAI, laws related to nonsegregated facilities and equal employment opportunity lincluding the seven paragraphs appearing in Sec. 202 of Executive Order 11246, as amended), and all standards. rules, regulations, and orders issued pursuant to such state and federal laws. 12.6 This Agreement shall be governed by the laws of the State of New Yen<, without regard to its conflict of law provisions. The provisions of the United Nations Convention on the International Sale of G oods shall not apply to this Agreement. 4 GE IP - Terms and Conditions - 130214 Appendix A End User License Agreement 1 Definitions. 1.1 'G E Software" shall mean those portions of the Licensed Software, in object code form only that are created by G E or branded as GE (including integrated third party software) including but not limited to. Software developed and/or configured by G E pursuant to mutually agreed to specifications, but each not include any Third Party Software. 1.2 "Application Templates" shall mean the part numbered software components created by GE for a specific application, which con include forms, displays, workflows, reports, user activities, device configuration, and system configuration. 13 "Designated Computer' shall mean the one (11 computer upon which Customer shall «m each copy of the Licensed Software, except In the case of MAX -ON Software for which "Designated Computer" shall mean the one 11) redundant PLC system consisting of one of two PLC CPU's upon which Customer shall run each copy of the Licensed Software. 1.4 "Licensed S oftware" sholl mean the G E Software plus any other Software including Third Popp S oftware(, in object code form only, and any Application Templates supplied by 6 E pursuant to this Agreement. If no operating system software is included in the Software provided under this Agreement, Customer must make provision for any required operating system software licenses. 1.5 "Open Source Software" means software (including without limitation software libraries and dependencies) usually available without charge, with access provided to its source code and where use, modification and redistribution is allowed under the terms of the software license associated with it and includes open source code, free code, community source code, libraries. or similar software. 1.6 "Third Party Software" shall mean software, including but not limited to operating systems, owned or licensed by a third party that is supplied to Customer by GE, and which is neither branded as GE Software nor integrated into the GE Software. 2 License, 2,1 Except as provided in Section 2.2 below, Customer is granted only a non -transferable, nonexclusive license to install and use the number of copies of the Licensed Software provided on the quote by GE only on the Designated Computer(s). No copies shall be made unless authorized in writing by GE Customer may not reverse engineer, decompile or reverse compile or disassemble, re-engineer or otherwise modify the Software. The Licensed Software, comprising proprietary trade secret information of GE and/or its licensors, shall be held in confidence by Customer and protected from copying or disclosure to thirdporties. No title to the intellectual property is transferred. Customer must reproduce and always include all applicable copyright notices and proprietary markings on any copy C ustamer hereby acknowledges and agrees that any Licensed Software that is embedded within G E hardware, shall be used, redistributed and/or resold only to the extent permissible under this Agreement and only embedded within the G E hardware with which it was provided. 2.2 If Customer is an authorized G E distributor or an original equipment manufacturer or a system provider who incorporates the Licensed S oftware into its equipment or system for sale to an end user, or if Customer uses the Licensed Software to create redistributables, Customer may only transfer the Licensed S oftware to on end user provided that the end user agrees to be bound by the provisions of this Agreement. Customer shall use its best efforts to enforce its agreement with customers made in accordance with this section, and shall promptly report any violation or suspected violation to GE. 2.3 Customer shall not use or incorporate any Open Source S oftware in the Licensed Software that would: III create, or purport to create, obligations of G E or any Third Party S oftware licensor with respect to any Licensed Software; or (ill grant, or purport to grant, to any third party any rights to or immunities under G Ere intellectual property or proprietary rights in the Licensed Software. For example, Customer's modifications of Licensed Software may not include any Open Source Software that, when combined with Licensed Software would in any way require any Licensed Software to be made freely available. 2.4 All rights and benefits afforded to G E under this Agreement shall apply equally to the owner of any Third Party S oftware and its licensors (collectively, the "Third Parties') with respect to the Third Party S oftware. The T hird Parties are intended third party beneficiaries of this Agreement. The provisions of this Agreement relating to the Licensed Software, as the some incorporate Third Party Softwore, are made expressly for the benefitof, and are enforceable by the Third Parties. The Third Parties retain title to the Third Party Software. 2.5 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF CUSTOMER TRANSFERS POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE, THIS LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of the right, duties or obligations hereunder is void. s G E IP - Terms and Conditions - 130214 3 Additional Terms for Monitoring Software. 3.1 'Monitored Equipment shall mean the equipment of Customer to be monitored with the Monitoring Software (if any), as set forth on a monitoring software schedule agreed to in writing by the parties I'Monitoring Software Schedule'). 3.2 "Monitoring Software" shall mean the equipment condition monitoring Licensed Software if any) listed on a Monitoring Softwore Schedule. 3,3 Monitoring Software License. To the extentthe Licensed Software Includes Monitoring Software: Lal Customer's license is limited to using the Monitoring Software to monitor the Monitored Equipment as described more fully In the Monitoring Software Schedule, HU GE a( its authorized representative sholl hove the right upon reasonable notice to audit and inspect Customer's utilization of the Monitoring Software in order to verify compliance with the terms of this Agreement. and Ic) upon G E's reasonable request. which shall occur no more than twice onnually, Customer shall deliver to GE in report, as defined by G E, evidencing Customer's and other authorized usersuse of the Monitoring Software, Use of the Monitoring Software to monitor equipment other than the Monitored Equipment is prohibited, 3,4 Additional Warranty Disclaimer: While the Monitoring Software provides advisory Information regarding equipment condition, it is virtually impossible to guaranty that each and every foult condition can be foreseen or detected. THERE FOR E, G E E X P R E SS LY DISCLAIMS ANY WARRANTY THAT THE MONITORING SOFTWARE WILL DETECT ANY PARTICULAR FAILURE OR PROVIDE ANY PARTICULAR AMOUNT OF ADVANCE WARNING OF AN IMPENDING FAILURE OR CONDITION OF THE MONITORED EQUIPMENT, 3.5 Additional Limitation on Liability The Monitoring Software generates advisory information outdoes not perform ony automated control, and GE has no control over decisions made or actions taken on the basis of any such generated information. Customer assumes total responsibility for Customer's use of the advisory information generated by the Monitoring Software. THEREFORE, TO THE EXTENT THE LICENSED SOFTWARE INCLUDES MONITORING SOFTWARE, CUSTOMER BEARS THE ENTIRE RISK OF ANY LIABILITY ARISING OUT OR RELATING TO THE USE OF THE SOFTWARE, OTHER THAN THE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT PURSUANT TO SECTION 3.20E THE TERMS AND CONDITIONS TO WHICH THIS APPENDIX IS ATTACHED. 3.6 Indemnity In the event G F is named as a defendant in a third party lawsuit for personal injury and/or property damage alleged to be caused by Monitored Equipment of Customer on the basis that the Monitoring Software failed to detect on equipment condition that would hove avoided the injury or damage, Customer will indemnify defend and hold harmless G E in such lawsuit. 3.7 If a term expiration date is provided on the Monitoring Software Schedule, then the license granted hereunder shall terminate upon such date. 4 Term and Termination. 4.1 Customer may terminate this E rid User License Agreement and any license granted hereunder of any time by destroying the Licensed Softwore together with all copies thereof and notifying GE in writing that all use of the Licensed Softwore hos ceased and that the Licensed Software has been destroyed. 4.2 G E, upon thirty (30) days notice, may terminate this Agreement and any license hereunder if C ustomer is in material breach of this Agreement or if C ustomer attempts to transfer or assign this Agreement without the prior written consent of G E. Within twenty 1201 dogs after any such termination of this Appendix A, Customer shall certify in writing to G E that all use of the Licensed S aftwore or the affected portion thereof has ceased, and that the Licensed Software or portion thereof has been returned or destroyed, in accordance with G E's instructions. 4.3 Upon termination, Customer's rights under S cation 2 sholl immediately cease, and neither party shall have any further obligations under this Appendix A except Sections 3 and 4 shall survive any expiration or termination and remain in effect. 6 G E IF - Terms and Conditions - 130214 Appendix B Remote Monitoring Services Terms 1. Definitions_ .1. 1. "Advisory Intelligence' means information regarding the condition of the Monitored Equipment generated by GE using proprietory technology in response to Source Data. More specificolly Advisory Intelligence comprises estimates of the values of Source Data, residuals of the estimates and Source Dato, difference ole« s statistically Indicating that the Source Data Is differentfrom what the proprietary technology expects, and incident messages defined by rules applied to all of the above. 1.2_ "Internet Advisory Site" means on internet server site comprised of hardware and software and hosted by G E for presenting the Advisory intelligence to Customer at a remote location bg means of a web browser with secure access over the internet. 1.3. "Monitored Equipmem" means the remotely located equipment of Customer for which G E will provide Advisory Intelligence over a secure internet connection, as set forth on a remote monitoring schedule agreed to in writing by the parties I "Remote Monitoring Schedule'I. 1.4. "Source Data" means sensor data or other parameter data from the Monitored Equipment made available to G E by Customer for generating the Advisory Intelligence. Source Data shall be listed and described in a Remote Monitoring Schedule. 2. Services. 2.1. If the parties agree in writing to hove GE host and/or set up the Internet Advisory Site, GE shall set up and/or host the Internet Advisory Site and make it accessible to Customer. GE agrees to take reasonable steps to secure the Internet Advisory Site against access by unauthorized third parties. G E reserves the right to outsource hosting of the Internet Advisory S ite or subcontract any of the work to one or more third parties that shall be bound to treat as confidential the S ource Dato and Advisory Intelligence commensurate with G E's confidentiality obligations hereunder. 2.2. G E agrees to receive Source Data and generate Advisory Intelligence in response thereto and present it in a timely fashion, as specified in the Remote Monitoring S chedule, on the Internet Advisory Site for secure access by Customer. 2.3. G E agrees to maintain the S ource Data and the Advisory Intelligence generated in response thereto for online access by Customer through the Internet Advisorg S ite for such period as is specified in the Remote Monitoring Schedule. 2.4. Subject to the terms hereof, G E hereby grants Customer, and Customer hereby accepts, a nonexclusive, nontransferable and nonossignable license to use, copy and distribute internally the Advisory Intelligence. This license shall be deemed to be perpetual with respect to any and all Advisory Intelligence accessed by Customer prior to termination of this Agreement. 3. Customer Responsibilities. 3.1. C ustomer shall be responsible for providing a suitable and reasonably adequate Internet connection for the transmission of the Advisory Intelligence and the 5 ource Data, as well as such other equipment as G E requires in order to provide the services set forth herein. 3.2. Customer agrees to make 5 ource I available to G E, and to take all reasonable steps to facilitate the setup efforts of GE described in S ection 2. 1, including intervening with any third -party carriers of Source Data to ensure the release of such S ource Data to G E. 3.3. The Internet Advisory S ite is for use by C ustomer only G E will provide to C ustomer up to ten 110) password and account designations, which are required to access the Internet Advisory 5 he. Customer sholl not disclose passwords and other information about the Internet Advisory S ite to third parties, or otherwise enable access by third parties to the Internet Advisory S ite, without the written authorization of G E. Customer agrees not to compromise the security of the Internet Advisory S ite through its actions or inactions, and Customer will further take all reasonable steps to prevent unauthorized access to the Internet Advisory Site. Customer shall be solely responsible for maintaining the confidentiality of such password and account designations and for all activities, whether conducted by Customer or otherwise, that occur under its passwordlsl or account(s). Customer agrees to (al immediately notify G E of any unauthorized use of such a password or account or any other breach of security and I b) ensure that it properly exits from its accountlsl at the end of each session. Customer acknowledges and agrees that G E cannot and shall not be responsible or liable for any loss or damage arising from Customer's failure to comply with the foregoing. 3.4. In the event G E is named as a defendant in a third party lawsuit for personal injury and/or property damage alleged to be caused by Monitored Equipment of Customer on the basis that the Advisory Intelligence failed to indicate an equipment condition that would have avoided the injury of damage, C ustomer will indemnify defend and hold harmless G E in such lawsuit. 7 G E IP - Terms and Conditions - 130211, 4. Restrictions. 4.1.. Source Data shall remain the property of Customer, and CE shall not disclose Source Data to any third party without the authorization of Customer. GE shall notuse the Source Data for any purpose other than (i) rendering services under this Agreement, and Iii! internally using Source Data to evaluate or improve G E's proprietary technclogg G E shall not disclose the Advisory Intelligence to any third party in a way that identifies Customer, the Monitored Equipment, or any design or performance metrics of either, without the written authorization of C ustofner, 4.2. Customer agrees not to take any action that would IimitGE's independent development. sale, assignment, licensing or use of GE's Software and technology underlying the Internet Advisory Site, or any improvement thereof. This Agreement does not provide Customer with title or ownership of the Internet Advisory Site. Title to and ownership of the Internet Advisory Site and the Advisory Intelligence and all versions, modifications, and enhancements thereof, shall atoll times remain with GE subject only to the rights and privileges expressly granted to Customer herein. S. Term and Termination. 5.1. The R emote Monitoring Servoes shall be provided for an initial term as provided on the Remote Monitoring Schedule. Unless otherwise indicated on the Remote Monitoring Schedule, the Remote Monitoring Services shall automatically be renewed for successive one I II year renewal terms unless a party provides the other party with written notice of Its intent to not renew at least thirty (301 days prior to the end of any term. 5.2. G E shall have the right to terminate the Remote Monitoring Services upon the occurrence of any of the following: (il immediately after Customer uses, copies, or modifies the Advisory Intelligence except as expressly authorized herein; liil immediately after Customer transfers possession of any copy of the Advisory Intelligence to any other party except as expressly authorized herein; (III) thirty 1301 days after G E gives C ustomer notice of C ustamer's material breach of any provision of this Agreement, including any delinquency in Customer's payment of any money due hereunder, unless Customer has cured such breach during such thirty 1301 day period; or hvl immediately after CUSfomer files for bankruptcy becomes insolvent, or makes on assignment for the benefit of creditors. 5.3. Upon termination, Customer's rights hereunder shall immediately cease, and neither Party shall have any further rights or obligations under this Agreement except I it Customer shall remain liable for any outstanding and/or remaining fees, lid Sections 2.4, 3.4, and 5.4 shall survive and remain in effect. 5.4, Upon a material breach of this Agreement, and in addition to any other remedies it may have at law or in equity G E may 1 al deny access by Customer to the Internet Advisory Site, Ibl refuse to generate Advisory Intelligence, and/or Icl declare all obligations immediately due and payable. 5.5. Remote Monitoring Services shall automatically terminate in the event the license to any underlying Software is terminated. 6. Additional Disclaimer of Warranties and Liability 6.1. G E does not and cannot control the flow of data to or from G E's network and other portions of the Internet. S non flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customers' connections to the Internet for portions thereofl. Although G E will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, GE cannot guarantee that such events will not occur. ACCOR DING LY, G E DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO SUCH EVENTS. 6.2. While the Internet Advisory Site provides advisory information regarding equipment condition, it is virtually impossible to guarantee that each and every fault condition can be foreseen or detected. THEREFORE, GE EXPRESSLY DISCLAIMS ALL WARRANTIES THAT ANY PARTICULAR FAILURE OR CONDITION OF THE MONITORED EQUIPMENT WILL BE DETECTED OR ANY PARTICULAR AMOUNT OF ADVANCE WARNING OF AN IMPENDING FAILURE WILL BE PROVIDED. 6.3 The Remote Monitoring Services provide Advisory Intelligence but do not perform any automated control, and G E has no control over decisions made or actions taken on the basis of any such generated information. G E makes no guarantees of the accuracy of the Advisory Intelligence with respect to actual equipment faults or events. Customer assumes total responsibility for Customer's use of the Internet and of the Internet Advisory Site and the Advisory Intelligence. TVIE REFOR E, CUSTOMER BEARS 'r HE ENTIRE RISK OF ANY LIABILITY ARISING OUT OR RELATING TO THE USE OF THE ADVISORY INTELLIGENCE [WHETHER ACCURATE OR OTHERWISEl. B G EIP - Terms and Conditions - 130214 Appendix C G lobalCare* S upport Terms and Conditions 1. GlobalCare Support Services With respect to the GE Software las defined in the underlying Software License Agreement) licensed by G E and listed on C usanner's GlobolCare Support Program Certificate I"G IobolCare Certificate "I G E shall provide G IobalCare Support S ervices as detailed in the applicable customer support guide "Customer S upport G uide"I and as provided below. 1.1. Telephone Support. To the extent provided in the C ustorner S upport G uide applicable to the type of G IobolCare purchased by Customer, GE will provide support consultation to Customer regarding use and operation of the GE S oftware. Such consultation may occur via telephone or web -based communication. 1.2. Problem Solving. To the extent provided in the Customer S upportG aide applicable to the type of GlobalCore purchased by Customer, G E technical personnel will be assigned to attempt correction of problems in the G E Software discovered by Customer and reported to G E in sufficient detail to permit GE to reproduce such problems. Customers ore advised that remote access trouble -shooting tools may be called for in order to assist efforts to correct problems, and that such efforts may be impaired if the customer is unable to accommodate the use of such tools. Corrections made by G E to such problems will be available to Customer as provided in the Customer 5 upport G aide. G E's obligation shall be to use its reasonable efforts to correct such problems; however, GE does not warrant or guarantee that all such reported problems or questions will be consoled or resolved. In the event a reported problem is determined to be of Customer origin, G E may bill Customer atGE's then -current per diem rates for any time expended in an effort to correct such problem. 1,3. Enhancements. To the extent provided in the Customer S upport Guide applicable to the type of GlobolCare purchased by Customer GE will provide Customer with notice of all Service Pack enhancements. Softwore improvements and version upgrades 1"Service Pocks, SIMS and Upgrades"1. G E reserves the right to charge for significant new product functionality introduced in major product releases ('Major Feature"). Major Features are licensed separately and will be additional to the base configuration that Customer is already licensed to use. S ervice Packs, SIMS, and Upgrades, if provided, shall be for the quantity of registered GE Softwore systems on site. Service Packs, S IMs, and Upgrades apply only to the G E Software and do not include any updates, enhancements, service packs, or upgrades to the operating system or other Software. 2. Software License Terms. All Service Packs, SIMS, Upgrades, and other such supporting materials furnished to Customer hereunder shall be considered part of the G E Software and subject to all the terms and conditions of the underlying Software License Agreement. 3. Conditions of Service. G E shall not be required to provide support relating to problems or issues arising from til modified or abnormal operating conditions, ( ill C ustomer's use of the G E S oftware in a monner for which it was not designed, !iii) damage to the computer on which the GE Softwore is installed, Irv) Customer's negligence, misuse or modification of the G E Software or its configuration (including SQL(. Ivl versions of the G E S oftware other than those designated in the applicable Customer S upport G uide, Ivi) systems that do not meet the specifications or configurations, if any specified bg G E, Ivii) effects of external systems (network, data feeds, shared/virtual hardware, other products), (viii) customer failure to keep current with backups, virus protection, operating system/database patches, or other IT best practices, or Ox) accessing the Software or data except through the official API. C ustomer must consult with G E before performing any upgrades on any third party S oftware required to run the G E Software. 4, Term, Renewal and Termination 4.1. GlobalCare Support dates of service will be as stated on Customer's GlobolCare Certificate. 4.2. Provided that G E has not given C ustomer written notice of its intent to alter, discontinue, or refuse to renew any G IobalCare S upport Services at least one gear in advance of expiration of the then -current term, G E shall notify Customer that the then -.current service period is ending and provide Customer with a quote for renewal, no less than thirty 1301 days prior to expiration of the then current service period. Payment for GlobalCare S upport S ervices is required in advance, without right of refund. Timely purchase and payment of the applicable yearly service fee shall extend G IobalCore S upport Services, If an order or payment is not received as set forth herein, G IobalCare S upport Services will be terminated, and Customer will be placed on inactive status. Customer may reactivate GlobalCore Support Services thereafter bg paying a re -instatement fee. 4.3. GlobalCare Support S ervices shall automatically terminate in the event the license to the underlying Software is terminated. 5. Use of Technical Information. With respect to any technical information that C ustomer may provide to G C in connection with the G IobalCare Support S ervices, G E may use such information for the limited purposes of writing and posting technical notes or knowledge articles or compiling aggregate data, for internal use onlu on the frequency and type of support services requested. G E will not utilize such technical information in any form that personally identifies Customer. "GlobalCare Is a trademark of GE Intelligent Platforms, Inc 9 G E IP - Terms and Conditions - 130214 Appendix D On Site Services Terms and Conditions 1. Safety and Security Policies- If agreed to in writing by G E, GE shall comply with appllcoble safety and security policies that have been provided to GE in writing by Customer. For the avoidance of doubt, policies available online shall not be considered to have been provided in writing. GE will comply with its policies, as they may be amended from time to time, regarding background screening requirements, criminal background checks and drug screening tests. 2. Insurance. GE shall procure and maintain all insurance coverages as ser forth below, each with an insurer with an A.M. Best's rating of A - or better to protect from claims arising as a result of the negligence of G E in its performance under this Agreement. Altematively, the parties agree that GE may satisfy any or all of the insurance requirements set forth below through self-insurance. a. WORKERS COMPENSATION & EMPLOYERS LIABILITY: Statutory WorkersCompensation as required by state low and Employer's Liobility with a minimum limit of $500.000 each accident / $500.000 each disease /$500.000 policy limit. In COMMERCIAL GENERAL LIABILITY INSURANCE including PRODUCT AND COMPLETED OPERATIONS LIABILITY with the following minimum limits for Bodily Injury and Property Damage, $1,000,000 per occurrence: $1,000,000 annual aggregate. c. BUSINESS AUTOMOBILE LIABILITY INSURANCE covering all vehicles used in connection with the installation and/or servicing of the Product. covering Bodily Injury and Property Damage with a minimum $1,000.000 combined single limit per accident. d. POLICY TE R MINATION. GE will promptly replace any canceled policy with a substantially similar policy or with a notice of self-insurance. e. POLICY VERIFICATION. At Customer's written request, GE shall provide a certificate of insurance, or evidence of self-insurance, with Customer to show the existence of such insurance. 3. Expenses. To the extent that professional services are provided on a time and materials basis, travel and lodging expenses will be incurred and reimbursed according to the GE Travel Policy. 4, SOW/Proposal, G E will provide professional services in accordance with the applicable mutually agreed to Statement of Work (which may be the formal proposal issued by G E I as requested from time to time by Customer. E och 5 tatement of Work incorporates and is subject to the terms and conditions of this Agreement. To the extent a S tatement of Work that has been signed by both parties contains terms inconsistent with this Agreement, the Statement of Work will control. The Statement of Work will contain a detailed explanation of the project, service to be performed, deliverables, reports, cost of services, whether estimated or fixed, and any additional information required. S. Independent Contractor. G E and its employees, agents, representatives, assigns and subcontractors will represent themselves only as independent contractors unrelated to Customer. Nothing in this Agreement is intended to create a relationship, express or implied, of employer-employee, principal -agent or partnership between C ustomer and G E. 6, Certificates. G E shall perform any services to be provided hereunder, and Customer shall make payment to G E therefor, in accordance with the schedule and specifications in G E's quotation therefor. Upon completion of a services deliverable, and at G E's request, Customer shall provide a certificate of acceptance of each deliverable. Upon final completion of the services to be. provided hereunder, and at G E's request, Customer shall provide a certificate of final completion. 7. Termination. E ither Customer or G E may terminate an agreement for services hereunder for cause if the other of them: (a) becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed, or is the subject of a proceeding under bankruptcy or insolvency law; f of fails to make payment hereunder when due which failure continues for fifteen (15) days after written notice thereof; or (c) breaches this agreement in any other material respect (for which breach this agreement does not provide exclusive remedies other than termination) and such breach is not cured within sixty (60) days after written notice thereof is given by the non -breaching party f plus reasonable additional time if such breach cannot reasonably be cured within such period and a cure is promptly commenced and diligently pursued). 8. S uspension. G E may suspend its performance of services hereunder if it has the right to terminate for cause as set forth above (without waiving its right to terminate for cause). 9. S urvival. The provisions of this agreement which by their nature extend beyond the period hereof for the performance of services, including without limitation those concerning warranty intellectual property limitations of liability excusable delays, payment obligations, and confidentiality, shall survive termination or expiration. 10. Customer responsibilities. If services hereunder are to be provided at Customer's site or a third -party site designated by the Customer, the following shall apply: Customer shall on an ongoing basis provide G E access to: (i) such site in a clean, lighted, safe, and level condition; liil adequate power sources, networks, telephone and data lines, and other utilities; and (iii) personnel, information and documentation as reasonably required by G E. Customer shall be responsible to obtain any required permits, approvals, authorizations or the like applicable to activity hereunder at such site. 10 G E IP - Terms and Conditions - 130214 Awa® CERTIFICATE OF LIABILITY INSURANCE 4/27/2016Dmrr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 300 South Riverside Plaza Suite 1900 CONTACT Victoria Ochocinski PHONE 312-803-7380 FAX312-803-7443 Exf)E-MAIL . victoria_ochocinski@ajg.com INSURERS AFFORDING COVERAGE NAIC# Chicago IL 60606 INSURERA:Zurich American Insurance Company 16535 GLO337400012 INSURED INSURER BArch Insurance Company 11150 INSURERC:American Guarantee and Liability In 26247 Rexel Holdings USA Corp Dallas Pkwy. a Dallas Dallas TX 75254-6533 INSURERD:Arch Specialty Insurance Company 21199 INSURER E:HCC Specialty Insurance Company11243 INSURER F: COVERAGES CERTIFICATE NUMBER: 1688410751 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCEADDLSUbK INSD WVD POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A ,X COMMERCIAL GENERAL LIABILITY GLO337400012 1/1/2016 1/1/2017 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR DAMAGES( RENTED PREMISES Eeoccurrence)$300,000 MED EXP Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY E JECTPRO- ❑ LOC PRODUCTS - COMP/OPAGG $2,000,000 $ OTHER: B D AUTOMOBILE LIABILITY ANY AUTO 41 CAB4940508 41 CAB4940608(MA) 1/1/2016 1/1/2016 1/1/2017 1/1/2017 COMB NED SI NG Ea accident $2,000,000 X BODILY INJURY (Per person) $ ALTOWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accitlent C X UMBRELLA LIAB X OCCUR A000337400112 1/1/2016 1/1/2017 EACH OCCURRENCE $14,000,000 AGGREGATE $14,000,000 EXCESS LIAB CLAIMS -MADE DEO RETENTION$ $ B B WORKERS COMPENSATION AND EMPLOYERVLIABILITY YIN 41WC14940208 44WC10502201(NY) 1/1/2016 1/1/2016 1/1/2017 1/1/2017ANY PER OTH- STATUTE ER XECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED' F7 NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DE SCRIPTION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT 1 $1,000,000 E Excess Automobile S16XC50022-00 1/1/2016 1/1/2017 EACH OCCURRENCE 3,000,000 AGGREGATE 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as additional insureds solely with respects to General Liability coverage as evidenced herein as required by written contract. '�jar�J" egnr„v CERTIFICATE HOLDER CANCELLATION The City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE { © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Named insureds include: Rexel, Inc. Rexel of America, LLC General Supply & Services, Inc. (dba Gexpro) SKRLA,LLC SPT Holdings, Inc. Beacon Electric Supply Rexel, Inc. DBA: Platt Electric Supply Rexel, Inc. DBA Rexel Energy Solutions Rexel, Inc. DBA Capitol Light Services Rexel, Inc. dba Brohl and Appell Rexel, Inc. dba New Haven Supply 9 Additional Insured — Automatic — Owners, Lessees Or ZURICH V Contractors Policy No. EH. Date t Pol. Exp, Date of Pol. I Elf. Date IN End I Producer No. Ad Wt. Prom Return Prem. �GL0337400012 01/01/2016 01101/2017 01/01/2016 AJ Gala DFer So SO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: REXE.L HOLDINGS USA CORP. Address (including ZIP Code): 14951 DALLAS PARKWAY DALLAS, TX 75240 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A Section It — Who Is An Insured is amended to Include as an insured any person or organization who you are required to add as an additional insured on this policy under a written contract or written agreement. However, If you have entered into a construction contract or construction agreement with an additional insured person or organization, the insurance afforded to such additional insured only applies to the extent permitted by law. B. The insurance provided to the additional insured person or organization applies only to "bodily injury", "property damage" or "personal and advertising injury" covered under Section I — Coverage A — Sodity Injury And Property Damage Liability and Section I — Coverage B — Personal And Advertising Injury Liability, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or ornlssions; or 2. The acts or omissions of those acting on your behalf, and resulting directly from your ongoing operations or'your work" as included In the "products -completed operations hazard", which is the subject of the written contract or written agreement. C. However, regardless of the provisions of Paragraphs A. and S. above: 1. We will not extend any insurance coverage to any additional insured person or organization: a, That is not provided to you In this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement; and 2. We will not provide Limits of Insurance to any additional Insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy; or b. The Limits of Insurance you are required to provide in the written contract or written agreement. 0, The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including; 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. D-QL-1175-E CW (04112) Page I of 2 Includes copyrighted material of Insurance Services Office, Inc., with 115 permission. E. The following is added to Paragraph 2. Dulles In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Condiflons. The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another Insurer under which the additional Insured may bean insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. F. For the coverage provided by this endorsement 1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Condition of Section IV— Commercial General Liability Conditions: This insurance is primary insurance as respects our coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non-contributory with respect to any other policy upon which the additional 'insured is a Named Insured. in that event, we will not seek contribution from any other such Insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section W—Commercial General Liability Conditions: This insurance is excess over Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. G. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. All other terms and conditions of this policy remain unchanged. U -OL -1175-E CW (04112) Page 2 of 2 Includes c opyrighled material of Insurance Services Office, no., with its permission.